Applications, Petitions and Appeals under Companies Act, 2013: formula sheet

Key formulas

Section 459(1): approvals with conditions

Authority may approve, direct or exempt ⇒ subject to conditions it thinks fit; breach ⇒ may rescind or withdraw

Applies where the Central Government or Tribunal is authorised by the Act, and nothing in that provision says otherwise.

Section 459(2): fees

Every application to the Central Government or Tribunal ⇒ accompanied by prescribed fees

'Save as otherwise provided in this Act'. Different fees may be prescribed for different matters or classes of companies.

Section 131: revised accounts

Directors apply to Tribunal ⇒ revised statement or report for any of 3 preceding financial years; not more than once in a financial year

Tribunal gives notice to the Central Government and Income-tax authorities and considers their representations. The Tribunal's order copy is filed with the Registrar. Reasons are disclosed in the Board's report.

Section 196(4): MD, WTD or manager appointment

Board approval ⇒ general meeting resolution; Central Government approval if at variance with Part I of Schedule V

Return in the prescribed form is filed with the Registrar within 60 days of appointment.

Section 398: electronic filing

Rules may require filing, service, inspection and fee payment in electronic form

Section 402 applies the IT Act, 2000 to such records so far as not inconsistent.

Standard parts of an application

Title ⇒ parties ⇒ facts ⇒ grounds ⇒ prayer ⇒ signature ⇒ verification ⇒ affidavit ⇒ annexures ⇒ fee

Use this as the skeleton for any answer.

Order of a petition

Heading and cause title → Jurisdiction and limitation → Facts (numbered) → Grounds → Prayer → Place and date → Signature → Verification → Affidavit and annexures

Use this order in every answer. Markers look for each part.

Cause title

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, [Bench name] | Company Petition No. ___ of 20__ | In the matter of section ___ of the Companies Act, 2013 | [Petitioner] … Petitioner v. [Respondent] … Respondent

Name the Bench, the section, and describe each party with address and capacity.

Verification wording

Paragraphs __ are true to my knowledge; paragraphs __ are true on information and belief, believed to be true. Verified at [place] on [date].

Divide paragraphs between knowledge and belief. Never leave this blank.

NFRA penalty on misconduct (section 132(4)(c))

Individuals: not less than ₹1,00,000, up to 5 times the fees received. Firms: not less than ₹5,00,000, up to 10 times the fees received. Debarment: minimum 6 months, up to 10 years.

Appeal lies to the Appellate Tribunal under section 132(5). Use this when a question mixes NFRA and NCLT.

Power to impose conditions (s. 459(1))

Approval / sanction / consent / confirmation / recognition / direction / exemption + conditions, limitations or restrictions as the authority thinks fit

Applies to the Central Government or the Tribunal, only where nothing to the contrary is in that provision or any other provision of the Act.

Power to withdraw (s. 459(1))

Contravention of a condition, limitation or restriction ⇒ authority may rescind or withdraw the approval etc.

The power is discretionary ('may'), not automatic.

Fee requirement (s. 459(2))

Every application to the Central Government or Tribunal + prescribed fees

Subject to 'save as otherwise provided in this Act'. Covers approvals, directions, exemptions and any other matter.

Differential fees (proviso to s. 459(2))

Different fees for different matters or for different classes of companies

The amounts are fixed by rules, so do not quote figures from memory.

Section 133 – accounting standards

Central Government prescribes standards ← recommended by ICAI, in consultation with and after examination of NFRA recommendations

The Central Government prescribes. ICAI recommends. Do not say ICAI notifies the standards.

Section 129(1) – compliance

Financial statements = true and fair view + comply with Section 133 standards + Schedule III form

Banking, insurance and electricity companies, and others with a form under their own Act, are excepted from the Schedule III form requirement.

Section 129(5) – deviation

Disclose: deviation + reasons + financial effect, if any

Applies where statements do not comply with the accounting standards.

Section 129(6) – exemption

Central Government may exempt a class of companies by notification, in public interest

It can act on its own or on an application by a class of companies. Conditions may be attached.

Section 441(1) – who compounds

Tribunal; or RD/authorised officer if the maximum fine ≤ ₹25,00,000

Only offences not punishable with imprisonment only, or imprisonment and also fine.

Section 441(1) – cap on sum

Compounding sum ≤ maximum fine for the offence

Additional fee paid under Section 403(2) is taken into account.

Section 441(2) – repeat offence

No compounding of a similar offence within 3 years of earlier compounding

An offence after 3 years is deemed a first offence.

Section 441(3) – procedure

Apply to Registrar → forwarded with comments → order → intimate Registrar within 7 days

Before prosecution, no prosecution can follow. After prosecution, the Registrar informs the court and the accused is discharged.

Appeal to NCLAT (section 421(1))

Any person aggrieved by an order of the Tribunal → appeal to NCLAT

The right is given to any aggrieved person, not only parties to the original case.

Bar on consent orders (section 421(2))

Order made with consent of parties → no appeal to NCLAT

Applies only where the Tribunal's order was made with the consent of the parties.

Limitation for NCLAT appeal (section 421(3))

45 days from date copy of order is made available + condonation up to 45 more days (sufficient cause)

Maximum 90 days in all. Form and fees are as prescribed.

Disposal timeline (section 422)

Endeavour to dispose of within 3 months of filing; extension up to 90 days after recording reasons

It is an endeavour, not a strict bar. Reasons must be recorded; the Chairperson may extend.

Appeal to Supreme Court (section 423)

60 days from receipt of NCLAT order + up to 60 more days (sufficient cause); only on a question of law

Maximum 120 days in all. Facts cannot be re-argued.

Applicable procedure (sections 424 and 433)

Natural justice + own procedure; civil court powers; Limitation Act, 1963 applies as far as may be

CPC does not bind the NCLAT, but its orders are enforceable like a decree.

Rule of section 303

Winding up order made by a Court immediately before commencement → operation and enforcement unaffected; appeal lies to the authority competent before commencement

The section is about orders already made, not proceedings still pending.

Test for applying section 303

Order + by a Court + in winding up proceedings + made immediately before commencement of the 2013 Act

If any element is missing, check other transitional provisions such as section 434.

Section 434(1)(a)

Matters pending before the Company Law Board on the notified date → stand transferred to the Tribunal

Tribunal disposes of them in accordance with the 2013 Act.

Section 434(1)(b)

Appeal against a Company Law Board order made before the notified date → High Court, within 60 days of communication, on a question of law

High Court may allow a further period not exceeding 60 days if sufficient cause is shown.

Section 434(1)(c)

Pending 1956 Act proceedings before a District Court or High Court → transferred to the Tribunal, which proceeds from the stage before transfer

Winding up proceedings transfer only if at a stage prescribed by the Central Government. Reserved cases and untransferred winding up proceedings continue under the 1956 Act and the Companies (Court) Rules, 1959.

Section 370

Suits and proceedings pending at registration under that Part → may continue as if registration had not taken place

No execution against the property or persons of an individual member. If company property is insufficient, a winding up order may be obtained under the 2013 Act or the IBC.

Quick revision

• Every draft needs the right forum, the governing section, facts in order, grounds and a clear prayer.
• Section 459(1): the Central Government or the Tribunal may grant approval, sanction, consent, confirmation, recognition, direction or exemption subject to conditions it thinks fit.
• If a condition under Section 459 is broken, the approval or exemption can be rescinded or withdrawn.
• Section 459(2): applications to the Central Government or the Tribunal must be accompanied by the prescribed fees.
• Different fees may be prescribed for different matters or different classes of companies.
• Section 410 constitutes the NCLAT to hear appeals against orders of the Tribunal or of the National Financial Reporting Authority.
• Section 410 also covers directions, decisions or orders referred to in Section 53A of the Competition Act, 2002.
• Section 303: orders of Courts in winding-up proceedings made before commencement stay in force, and appeals go to the authority competent to hear them before commencement.
• Section 468 empowers the Central Government to make rules on winding-up procedure, consistent with the Code of Civil Procedure, 1908.
• Always attach the verification, affidavit and annexures the form requires.
• In case answers, follow provision, analysis of facts, conclusion, then the draft.

Common mistakes

• Not citing the enabling section or citing the wrong one Fix: State the section in the title and the first paragraph. Match it to the relief, for example Section 131 for revising accounts.
• Vague prayer such as 'grant relief' Fix: List exact reliefs, such as permission to prepare revised financial statements for the named year, and add 'such other order as deemed fit'.
• Leaving out or garbling the cause title Fix: Write the Bench, the section, and both parties with their capacity first. It takes one minute and carries marks.
• Mixing facts and arguments in the same paragraphs Fix: Keep facts neutral and dated. Put the legal reasoning only under Grounds.
• Saying the approval, once granted, cannot be taken back. Fix: State that on contravention of a condition the authority may rescind or withdraw it.
• Quoting exact fee amounts from memory. Fix: Say the fees are 'as prescribed' and are fixed by rules. The section does not state amounts.
• Applying to the Regional Director for an offence punishable with imprisonment. Fix: Check first: offences punishable with imprisonment only, or imprisonment and also fine, are not compoundable under Section 441.
• Saying ICAI notifies accounting standards under Section 133. Fix: Write that the Central Government prescribes them on ICAI's recommendation, after consultation with and examination of NFRA recommendations.
• Counting the 45 days from the date of the order. Fix: Section 421(3) runs from the date a copy of the order is made available to the aggrieved person. Use that date, and say so.
• Allowing condonation beyond 45 extra days for an NCLAT appeal. Fix: The proviso allows a further period not exceeding 45 days. State the 90-day outer limit and conclude the appeal cannot be entertained after it.

Exam tips

• Begin every draft with the forum and the enabling section. Examiners look for these first.
• Use only the names, dates and amounts in the case. Put blanks in square brackets for the rest.
• Always show verification, affidavit, annexures and fee, even in a short draft. They carry easy marks.
• Where approval is sought, mention Section 459: conditions can be imposed, approval can be withdrawn on breach, and fees must accompany the application.
• Pair the draft with a short analysis of why the section applies and a conclusion. Papers are case-based.
• Always start with the cause title and the section. Many drafting answers lose marks here.
• Use numbered paragraphs for facts and lettered clauses for the prayer. Markers scan for this structure.
• Use only the facts in the question. Show missing details as blanks or placeholders.